Statement of Changes in Beneficial Ownership (4)
February 25 2020 - 3:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
RMG Sponsor, LLC |
2. Issuer Name and Ticker or Trading Symbol
RMG Acquisition Corp.
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RMG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RMG ACQUISITION CORP., 1411 BROADWAY, 16TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2020 |
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(Street)
NEW YORK, NY 10018
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrants | $11.50 | 2/21/2020 | | P | | 1691 | | (1) | (1) | Class A Common Stock | 1691 | $0.70 | 159499 | I | See footnote (2) |
| Warrants | $11.50 | 2/24/2020 | | P | | 1940 | | (1) | (1) | Class A Common Stock | 1940 | $0.7278 (3) | 161439 | I | See footnote (2) |
| Explanation of Responses: |
| (1) | The warrants are not currently exercisable and will only become exercisable 30 days after the completion of the Issuer's initial business combination. |
| (2) | Philip Kassin is the record holder of the warrants reported herein. MKC Investments LLC is the sole managing member of RMG Sponsor, LLC, and Messrs. Carpenter, Mancini and Kassin are the managing members of MKC Investments LLC. Each of MKC Investments LLC, RMG Sponsor, LLC and Messrs. Carpenter and Mancini disclaim beneficial ownership over the warrants reported herein. |
| (3) | The price reported in Column 8 is a weighted average price. These warrants were purchased in multiple transactions at prices ranging from $0.7264 to $0.7299. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants purchased at each separate price within the range set forth in this footnote. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
RMG Sponsor, LLC
C/O RMG ACQUISITION CORP.
1411 BROADWAY, 16TH FLOOR
NEW YORK, NY 10018 |
| X |
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MKC Investments LLC
C/O RMG ACQUISITION CORP.
1411 BROADWAY, 16TH FLOOR
NEW YORK, NY 10018 |
| X |
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Carpenter David James
C/O RMG ACQUISITION CORP.
1411 BROADWAY, 16TH FLOOR
NEW YORK, NY 10018 | X | X | Chairman |
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Mancini Robert S.
C/O RMG ACQUISITION CORP.
1411 BROADWAY, 16TH FLOOR
NEW YORK, NY 10018 | X | X | Chief Executive Officer |
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KASSIN PHILIP
C/O RMG ACQUISITION CORP.
1411 BROADWAY, 16TH FLOOR
NEW YORK, NY 10018 | X | X | President and COO |
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Signatures
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| RMG Sponsor, LLC By: MKC Investments LLC, its sole managing member By: /s/ Philip Kassin Title: President and Chief Operating Officer | | 2/25/2020 |
| **Signature of Reporting Person | Date |
| MKC Investments LLC By: /s/ Philip Kassin Title: President and Chief Operating Officer | | 2/25/2020 |
| **Signature of Reporting Person | Date |
| /s/ D. James Carpenter | | 2/25/2020 |
| **Signature of Reporting Person | Date |
| /s/ Robert S. Mancini | | 2/25/2020 |
| **Signature of Reporting Person | Date |
| /s/ Philip Kassin | | 2/25/2020 |
| **Signature of Reporting Person | Date |
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